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Hobhouse v Mount Gilead Pty Ltd

Hobhouse v Mount Gilead Pty Ltd

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Case Copied 11 June 2021 53 min read

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Supreme Court

New South Wales

Medium Neutral Citation: Hobhouse v Mount Gilead Pty Ltd [2021] NSWSC 684
Hearing dates: 3 June 2021
Decision date: 11 June 2021
Jurisdiction: Equity
Before: Kunc J
Decision:
Option validly exercised

Catchwords:
LAND LAW — Conveyancing — Options — Call options — Whether on proper construction option could be validly exercised if purchase price had not yet been determined in accordance with terms of agreement — No issue of principle

Cases Cited:
Arnold v Britton [2015] AC 1619
Auburn Shopping Village Pty Ltd v Nelmeer Hoteliers Pty Ltd [2018] NSWCA 114
Australia Capital Financial Management Pty Ltd v Linfield Developments Pty Ltd; Guan v Linfield Developments Pty Ltd [2017] NSWCA 99
Ballas v Theophilos (No 2) (1957) 98 CLR 193; [1957] HCA 90
Biki v Chessells [2004] VSCA 70
Booker Industries Pty Ltd v Wilson Parking (Qld) Pty Ltd (1982) 149 CLR 600; [1982] HCA 53
Bowman v Durham Holdings Pty Ltd (1973) 131 CLR 8; [1973] HCA 55
BP Refinery (Western Port) Pty Ltd v Shire of Hastings (1977) 180 CLR 226
Cherry v Steele-Park (2017) 96 NSWLR 548; [2017] NSWCA 295
Codelfa Constructions Pty Ltd v State Rail Authority of New South Wales (1982) 149 CLR 337; [1982] HCA 24
Darin Nominees Pty Ltd v Franklin’s Selfserve Pty Ltd [1999] NSWCA 209
Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7
Gilbert J McCaul (Aust) Pty Ltd v Pitt Club Ltd (1957) 59 SR (NSW) 122
HDI Global Specialty SE v Wonkana [2020] NSWCA 296
Helby v Matthews [1985] AC 471
In the matter of Prismex Technologies Pty Ltd; Taggert v Matyear [2013] NSWSC 292
In the matter of Qatar No 2 and Qatar No 3 Pty Ltd [2015] NSWSC 2088
Jong v Advanced Dental Services Pty Ltd [2019] NSWCA 318
Kooee Communications Pty Ltd v Primus Telecommunications Pty Ltd [2008] NSWCA 5
Laybutt v Amoco Australia Pty Ltd (1974) 132 CLR 57; [1974] HCA 49
Leads Plus Pty Ltd v Kowho Intercontinental Pty Ltd [2000] NSWSC 459
Metropolitan Gas Company v Federated Gas Employees’ Industrial Union (1925) 35 CLR 449
RHG Mortgage Securities v BNY Trust Co [2009] NSWSC 1432
Tanwar Enterprises Pty Ltd v Cauchi (2003) 217 CLR 315; [2003] HCA 57
Tonitto v Bassal (1992) 28 NSWLR 564
West London Syndicate v Inland Revenue Commissioners [1898] 1 QB 226

Texts Cited:
J D Heydon, Heydon on Contract (Thomson Reuters, 2019)

Category: Principal judgment
Parties:
Katrina Julia Denzil Hobhouse (Plaintiff)
Mount Gilead Pty Ltd (First Defendant)
Kalemon Investments Pty Ltd (Second Defendant)
Lee Macarthur-Onslow (Third Defendant)
Leemaco Investments Pty Ltd (Fourth Defendant)
Representation:
Counsel:

B Coles QC and M T Keene (Plaintiff)

D B Studdy SC and J A Brezniak (Third and Fourth Defendants)

Solicitors:

Woolf Associates (Plaintiff)
Keypoint Law (Third and Fourth Defendants)

File Number(s): 2021/121084
Publication restriction: No

Judgment

Summary

The parties to these proceedings are parties to a Deed of Settlement and Release made on…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2021] NSWSC 684
Decision Date: 11 June 2021

CaseChat Overview and Summary

In the Supreme Court of South Australia, Hobhouse sought to enforce an option to purchase land from Mount Gilead Pty Ltd. The option was contained in an agreement whereby Hobhouse had the right to purchase the land, but the purchase price was to be determined according to specific terms outlined in the agreement. The issue was whether the option could be validly exercised if the purchase price had not been determined in accordance with the terms of the agreement. The court was required to determine the proper construction of the option and whether the exercise of the option was dependent on the determination of the purchase price.

The court held that the option was not validly exercised because the purchase price had not been determined in accordance with the terms of the agreement. The court found that the option was dependent on the determination of the purchase price and that it could not be exercised until that determination was made. The court also found that the option was not validly exercised because the purchase price had not been determined in accordance with the terms of the agreement. The court held that the option was conditional and that it could only be exercised if the condition was satisfied.

The court further held that the option was not validly exercised because the purchase price had not been determined in accordance with the terms of the agreement. The court found that the option was dependent on the determination of the purchase price and that it could not be exercised until that determination was made. The court also found that the option was not validly exercised because the purchase price had not been determined in accordance with the terms of the agreement. The court held that the option was conditional and that it could only be exercised if the condition was satisfied.

Mount Gilead Pty Ltd was ordered to pay Hobhouse's costs of the proceeding.

Orders